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Freshfields advises TPG on public takeover of Intervest Offices & Warehouses
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising TPG Real Estate Partners (‘TREP’) on the all-cash voluntary and conditional public takeover offer for all the outstanding shares of Intervest Offices & Warehouses NV (‘Intervest’) not yet owned by it. Freshfields advised TREP on all corporate and antitrust aspects (including public takeover regulations under Belgian law) and on the certain funds financing supporting the cash consideration for the offer and target group debt refinancing backstop facilities.
TREP is the real estate equity investment platform of alternative asset management firm TPG. Intervest is a leading Belgian logistics and office REIT and registered real estate company (RREC) under Belgian law. Intervest is listed on Euronext Brussels (ticker INTO). The offer is made through European Real Estate Holdings NV, a fully controlled entity of TPG. TPG has offered to acquire Intervest for €21.00 per share.
TPG announced today that during the initial acceptance period of the offer, 88.75% of the shares of Intervest were tendered. As a result, the acceptance threshold of 50% +1 share was reached, making the offer unconditional. TPG now intends to reopen the acceptance period with the aim of reaching the simplified squeeze-out threshold.
The offer was unanimously supported and recommended by Intervest’s Supervisory and Management Boards and benefits from irrevocable undertakings to tender their shares in the offer from three of Intervest’s key shareholders. The offer was subject to phase 1 merger approval of the Belgian Competition Authority, which was obtained on 12 December 2023.
To meet certain funds requirements under Belgian takeover legislation, the offer benefited from two irrevocable and unconditional bank guarantees granted by BNP Paribas S.A. and KBC Bank NV respectively. TPG arranged for backstop facilities with BNP Paribas S.A., BNP Paribas Fortis SA/NV, KBC Bank NV and ING Bank SA/NV, to allow Intervest to finance change of control mandatory repayment obligations under its existing financial debt.
The Freshfields team included on the corporate and corporate real estate side, Partners Vincent Macq (Brussels) and Alexander Watt (London), Principal Associates Thibault Moust and Joachim De Vos, and Associate Sahra Benrabah (Brussels). On the finance side, it included Partner Carol Van Der Vorst (London), Counsels Tom Wallis (London) and Wouter Van Der Veken (Brussels), Senior Associates Kate Hatcher and Julia Horbach (London) and Zita Leijnse (Brussels), Associates Reinout Vrielinck, Emma Tielemans (Brussels) and Kelsey Pepper (London). Partner Tone Oeyen and Associate Victoria Baert (Brussels) advised on antitrust matters.
